Matters

Acquisition and Joint Venture to Redevelop Chelsea Property

Represented DDG in the acquisition of a property on the westside of Manhattan along with a related financing from M&T Bank and formation of a joint venture to redevelop the property into an 11-story residential condominium.

Landwin Management – Proposed IPO

Represented Landwin Management, a commercial real estate investment firm, in filing a registration statement in connection with a proposed initial public offering.

Privately Held REIT

Represented client in the creation of a privately held REIT for two institutional investors to acquire an office property.

New York Yankees – $1.5 Billion Stadium Financing

Represented a special purpose entity that is an affiliate of the New York Yankees in the issuance of municipal tax-free and taxable bonds by the New York City Industrial Development Agency in an aggregate amount of approximately $1.5 billion, which financed the lease of the site and construction of a new, state-of-the-art stadium.

MetLife Stadium – $650 Million Bond Placement

Represented a special purpose entity that is an affiliate of the New York Jets and the New York Giants in a complex public financing that involved the New Jersey Economic Development Authority and local governments for the new Meadowlands stadium.

$21 Million Acquisition of West 25th Street Buildings

Represented an affiliate of Sabet Development in the $21.5 million acquisition of two buildings on West 25th street; the property will serve as the "replacement property" in a reverse 1031 transaction.

Solar Energy – Joint Venture

Represented a solar energy developer in structuring and negotiating a joint venture with an institutional investor.

Broker-Dealer Formation

Represented one of the top fixed-income traders in the U.S. in the formation of a broker-dealer that is located in Puerto Rico to take advantage of special tax incentives, and the development of an industry-first corporate bond pricing model and data service. Our client will provide a specified percentage of its profits to charitable causes under the “B” Corporate structure.

Property Owner – Ownership Restructuring

Represented a property owner in a complex ownership restructuring of a wine, spirits, and non-alcoholic beverage distribution center in South Carolina. We helped the property owner with corporate, real estate and tax issues regarding lease modifications, changes in ownership of limited liability companies, a mortgage refinancing and the option granted to affiliates of the tenant to purchase equity interests in the company that owns the facility.

International Investment Bank – Broker Dealer Formation

Represented an international private investment bank regarding tax structuring, regulatory compliance and risk mitigation issues for their outsourcing and employee sharing arrangements related to registering a U.S. broker dealer subsidiary.

New York Yankees – Tax Efficient Program

Representation of the New York Yankees in connection with the development of the new Yankee Stadium in helping structure a tax efficient program for premium seating, including luxury suites, involving the negotiation and preparation of license, ticket and food and beverage agreements. This included consideration of complex tax matters. The agreements were typically multi-year, involved substantial financial commitments and required further negotiation on select issues.

Edison Tax Services – Acquisition Platform Structure and Joint Ventures

Represented Edison Tax Services in structuring its acquisition platform and establishing joint ventures with local operators to acquire tax liens and develop foreclosed properties.

Mezzanine Loan Acquisitions

Represented a major New York developer in its acquisition of a senior mezzanine loan and a junior mezzanine loan secured by pledges of the direct and indirect equity interests in the owner of a Manhattan commercial building.

Five-State Residential Portfolio Acquisition and Financing

Represented a major real estate investment and service company in its acquisition and financing of a five-state, 14-property portfolio of residential rental and condominium apartment complexes. The portfolio was financed through 14 first mortgage loans and 12 mezzanine loans, culminating in a four-day closing.

Real Estate Investment Company – Section 421-a Tax Advice

Representation of a real estate development, investment, management company in obtaining a Section 421-a Real Property Tax exemption.

Real Estate Management Company – Tax Protection Dispute

Representation of a real estate management company in defending against a multi-million dollar claim that it breached a tax protection agreement with a property owner that contributed an office building to the partnership. The property owner claimed that the tax protection agreement was triggered by the real estate company's merger with another company.

Euristates, Inc. – Romanian Investment

Represented Euristates, Inc., in acquiring a majority stake in a Romanian investment company. This representation entailed performing due diligence on the assets of the Romanian company, and negotiating the transaction in Romania.

World-Wide Group – Acquisition/Financing/Lease

Represented the World-Wide Group in the acquisition and financing of 209-217 East 63rd Street in New York City from Manhattan Eye, Ear and Throat Hospital ("MEETH"). The hospital was subdivided into separate tax lots, and World Wide purchased the MEETH annex on 63rd Street and Third Avenue. The acquisition was financed by a $36 million mortgage loan from Helaba. Concurrent with the acquisition, we represented World Wide in a lease with The New York City School Construction Authority, which was then assigned to the Board of Education of the City of New York. The property will be developed by World-Wide as a temporary facility for the public schools that will be demolished and rebuilt by World-Wide in their ongoing project on 57th Street.

Life Insurance Company – Acquisition

Represented one of the largest life insurers in the world in its $130 million acquisition of 28 CVS drug stores in connection with 1031 exchanges.

Community Preservation Corporation – Affordable Housing Project Acquisition

Represented an affiliate of Community Preservation Corporation in its acquisition of an affordable housing project located in Brooklyn, New York. The acquisition was the culmination of a 1031 transaction, and included a TIC structure, regulatory agreement, nominee and assumption of two tiered existing debt.